EXECUTION COPY
AMENDMENT NO. 3
TO THE MASTER SELLER'S WARRANTIES AND SERVICING AGREEMENT
(NATIONAL CITY MORTGAGE CO.)
This Amendment No. 3 (this "Amendment"), dated as of August 11, 2005, by
and between Bank of America, National Association (the "Purchaser") and National
City Mortgage Co. (the "Company"), amends the Master Seller's Warranties and
Servicing Agreement (the "Master Agreement"), dated September 1, 2003, by and
between Banc of America Mortgage Capital Corporation (the "Initial Purchaser")
and the Company, as amended by Amendment No. 1, dated as of July 1, 2004, by and
among the Purchaser, the Company and the Initial Purchaser, as further amended
by Amendment No. 2, dated as of October 1, 2004, by and between the Purchaser
and the Company, and as further amended by the Master Assignment, Assumption and
Recognition Agreement (the "MAAR and collectively with the Master Agreement,
Amendment No. 1 and Amendment No. 2, the "Agreement"), dated as of July 1, 2004,
by and among the Initial Purchaser, the Purchaser, the Company and Wachovia
Bank, National Association.
W I T N E S S E T H
WHEREAS, pursuant to the Agreement, the Company has agreed to sell from
time to time to the Purchaser conventional fixed rate and adjustable rate
residential first lien mortgage loans; and
WHEREAS, the Company and the Purchaser have agreed, subject to the terms
and conditions of this Amendment No. 3, that the Agreement be further amended to
reflect certain agreed upon revisions to the terms thereof.
NOW, THEREFORE, in consideration of the mutual premises and mutual
obligations set forth herein and other good and valuable consideration, the
Company and the Purchaser agree as follows:
1. Section 3.02(t) is hereby modified by deleting the word "Principal" from
the following sentence:
"Principal payments on the Mortgage Loan commenced no more than sixty
(60) days after funds were disbursed in connection with the Mortgage
Loan."
2. Section 3.02(t) is further modified by deleting the following sentence
in its entirety:
"The Mortgage Note is payable in equal monthly installments of principal
and interest, which installments of interest, with respect to Adjustable
Rate Mortgage Loans, are subject to change due to the adjustments to the
Mortgage Interest Rate on each Interest Rate Adjustment Date, with
interest calculated and payable in arrears, sufficient to amortize the
Mortgage Loan fully by the stated maturity date, over an original term
of not more than fifteen (15) years from commencement of amortization."
Upon execution of this Amendment No. 3, the Agreement as it relates to
Mortgage Loans sold to the Purchaser by the Company on or after the date hereof
will be read to contain the above amendments as of the date hereof, and any
future reference to this Agreement will mean the Agreement as so modified as of
the date hereof and thereafter. The parties hereto acknowledge that the
Agreement has not been modified or amended, except as otherwise expressly
described or provided herein.
This Amendment No. 3 shall be construed in accordance with the laws of
the State of New York, and the obligation, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
This Amendment No. 3 may be executed in one or more counterparts and by
different parties hereto on separate counterparts, each of which, when so
executed, shall constitute one and the same agreement.
Any capitalized terms not otherwise defined herein will have the
meanings assigned to them in the Agreement.
[SIGNATURES ON THE FOLLOWING PAGE]
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IN WITNESS HEREOF, the parties have caused their names to be signed to
this Amendment No. 3 by their respective duly authorized officers as of the date
first written above.
BANK OF AMERICA, NATIONAL
ASSOCIATION NATIONAL CITY MORTGAGE CO.
Purchaser Company
By: /s/ Xxxxx X. Good By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxx X. Good Name: Xxxxxxxx X. Xxxxx
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Title: Vice President Title: Senior Vice President
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